HomeMy WebLinkAboutContract 58797City Secretary Contract No. 58797
FORT WORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and STATION
AUTOMATION, INC. DBA PSTRAX ("Vendor"), each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C —Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Service of software for inventory management as more particularly
described in Exhibits "A." and `B" attached to this Agreement. Vendor agrees to provide the services as described
in Exhibits "A." and `B".
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire one year from the effective date ("Expiration Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion,
to renew this Agreement under the same terms and conditions, for up to four done -year renewal options,
at City's sole discretion.
Occasionally PSTrax makes changes to its pricing terms. With the exception of Exhibit `B" Section 9 -
Scope of Work Increases & Annual Audit and Exhibit `B" Section 10 - Annual Inflation Adjustments, the
general pricing terms in Exhibit `B" shall be "locked in" for the duration of the Initial Term (one s).
After the Initial Term, should a change to the pricing terms be necessary, PSTrax shall notify CLIENT at
least 60 days prior to any changes occurring_
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit `B," — Price Schedule. Total payment made under this Agreement for the initial year by City
shall not exceed the amount of Fifty Thousand Dollars and zero cents ($50,000.00). Payments for the
following years shall be as described in Exhibit `B". Vendor shall not perform any additional services or
bill for expenses incurred for City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
OFFICIAL RECORD
4. Termination. CITY SECRETARY
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FT. WORTH , TX
City Secretary Contract No.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice oftermination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated
prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective
date of termination and Vendor shall continue to provide City with services requested by City and
in accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Vendor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Vendor has received access to
City Information or data as a requirement to perform services hereunder, Vendor shall return all
City provided data to City in a machine readable format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
Except as required by Public Records laws and Section 5.3 Public Information Act, City, for itself
and its officers, agents and employees, agrees that it shall treat all information provided to it by
Vendor ("Vendor Information") as confidential and shall not disclose any such information to a
third party without the prior written approval of Vendor.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided
by City, but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
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6. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
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years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superiorshall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that
City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents,
servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees
or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,
servants, employees or subVendor.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, SUBJECT TO THE
INSURANCE COVERAGE AND LIMITS CONVEYED IN VENDOR'S CERTIFICATE OF
INSURANCE.
INNO EVENT SHALL VENDOR'S EXCESS LIABILITYABOVE THE INSURANCE
LIMITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN
CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED
IN THE AGGREGATE THE TOTAL ANNUAL SOFTWARE LICENSE FEES PAID
BY THE CITYDURING THE SIX (6) MONTHS IMMEDIA TEL YPRECEDING THE
DATE OF THE EVENT GIVING RISE TO THE CLAIM.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
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infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay shall not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the cost
and expense of payment for claims or actions against City pursuant to this section, Vendor
shall have the right to conduct the defense of any such claim or action and all
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negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor shall fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies
of the following types and minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
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(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
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in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of
Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any
individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN
ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Valerie Washington
Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
Station Automation, Inc. dba PSTrax
Ryan Larson, COO
5837 S. Gallup St., Suite 140
Littleton, CO 80120
303-918-3169 / info@pstrax.com
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
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Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant tothis
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or
Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
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conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City. For clarification,
Vendor is licensing its SaaS software product (PSTrax) to the City. Vendor shall maintain full ownership
and rights of its software product and related intellectual property.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Change in Company Name or OwnershiR. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement isfor
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
VSJA- 4J, A --
Byvalerie Washington (Jan 31, 202312:10 CST)
Name: Valerie Washin Loon
Title: Assistant City Manage
Date:
APPROVAL RECOMMENDED:
By: J s Davis (Jan 25, 2023 23:25 CST)
Name: Jim Davis
Title: Fire Chief
ATTEST:
By: a
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Station Automation, Inc. dba PSTrax
By:
Name: Ryan Larson, Chief Operating Officer
Date: 1 /19/23
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: -- ---
y'Mark Rauscher (Jan 25, 2023 22:07 CST)
Name: Mark Rauscher
Title: Assistant Fire Director
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:
N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SPECIFICATIONS
Scope of Services
Inventory Tracking Software for 45 Stations and across entire department.
• Software tracking for inventory of SCBA (self -containing breathing apparatus)
o Track the full history for each piece of SCBA gear from purchase to retirement. Document
any type of event - inspections, hydrostat tests, flow tests, air fills, repairs, contaminant
exposures, and more. Convenient, easy to access reports can be pulled in real time, or pushed
to you as requested. View expiration dates and maintenance costs for better forecasting and
justification for replacement as needed. Includes all SCBA inventories across your agency.
• Software tracking for inventory of Critical Assets.
o The Critical Asset Module tracks the full history for each critical, or high dollar asset from
purchase to retirement. Track grant -funded equipment, manage assignments and document
any type of event - inspections, testing, repairs, and more. Create custom events for anything
you would like to track, such as hydrant flow tests, annual hose testing, and radio software
updates. View expiration dates and maintenance costs for better forecasting and justification
for replacement as needed.
• Annual Software License for SCBA
• Annual Software License for Critical Assets
• Software Implementation and Training
o Software vendor to manage the implementation with a project manager
• Billing to include one-time implementation fee and annual software licenses
• All invoices should be email to Supplierinvoices@fortworthtexas.gov
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EXHIBIT B
PRICE SCHEDULE
PSTRAXPROPOSALFOR
Fort Worth Fire Department
Prepared By:
Dave anon Auto YOUR CHECKS.
chau
Station Automation, Inc.. (DBA PSTrax)
Oct 18, 2022 12 OUR PRIORITY ■
MODULES OVERVIEW
The PSTrax system consists of seven modules. Simply select the modules your agency would like
to start with. You may add additional modules at any time.
mimm-
The Vehicle Module automates vehicle inspections and truck
check inspections. Each apparatus can be customized based
VEHICLES on its checklists (daily/weekly/monthly/PMs) and inventories.
The vehicle checks are scheduled based on the frequency of
completion. Crew members simply login and complete the
ale �f
checks due each day. Completed checks are automatically
documented and rescheduled. This helps to more effectively
manage and maintain vehicles and the equipment and
inventories that ride on them. Each vehicle may have
unlimited engine, chassis and inventory checks.
The Station Module schedules building maintenance inspections,
chore schedules, safety inspections, specialty equipment
STATIONS inspections, and basic EMS and station supply checks. Includes
unlimited inventory checks and schedules.
Mir The SCBA Module tracks the full history for each piece of SCBA gear
from purchase to retirement. Document any type of event -
SCBA inspections, hydrostat tests, air fills, flow tests, repairs, contaminant
exposures, and more. View expiration dates and maintenance costs
for better forecasting and to justify when things need to be
replaced.
The PPE Module tracks the full history for each piece of PPE gear
from purchase to retirement. Manage gear assignments and
PIPE document any type of event - routine inspections, advanced
inspections, cleanings, repairs, contaminant exposures, and more.
View expiration dates and maintenance costs for better forecasting
YOUR CHECKS.
Page 2 of 14 OUR PRIORITY.
and to justify when things need to be replaced. Includes unlimited
PPE inventories - including multiple sets and unassigned gear.
e
The Critical Asset Module tracks the full history for each high dollar
CRITICAL
asset from purchase to retirement. Manage assignments and
ASSETS
document any type of event - inspections, testings, repairs, and
more. Create custom events for anything you would like to track,
such as hydrant flow tests, hose annual testings, and radio software
updates. View expiration dates and maintenance costs for better
forecasting and to justify when things need to be replaced and track
grant -funded equipment.
The Inventory. Module provides visibility and tracking of consumable
supplies across every location in your agency. Save time and money
INVENTORY
with streamlined inventory processes that reduce stock issues,
MA, J1
manage expiration dates and restock supplies that need refilled.
t � .� The Controlled Substance Module tracks every vial handoff for IDEA
CONTROLLED Schedule II, III and IV controlled substances such as
SUBSTANCE arriving/departing checks, usage events, restocks, and inventory
�� checks. Track and document each vial by its control number, lot
i number and expiration date. Electronic signature and dual
authentication provide even more secure verification.
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EXHIBIT A: MODULES & PRICING
The PSTrax system consists of seven modules. You may add additional modules at any time.
Each module has an annual software license fee and a one-time implementation fee that is
based on the scope of work.
Pricing is valid for 90 days. Please contact your PSTrax Representative for adjustments to the
modules priced below.
Vehicle - Heavy (100+ checklist items)
0 Heavy Vehicles
$200
$0
Includes:
Vehicle -Support (10-100 checklist items)
0 Support Vehicles
$75
$0
Includes:
Station
0 Stations / Buildings
$200
$0
Includes:
SCBA
45 Stations/Buildings
$250
$11,250
Includes: all SCBA across entire department
PPE
0Stations / Buildings
$250
$0
Includes:
Critical Asset
45 Stations / Buildings
_
$250�
$11,250
Includes: all Critical Assets for Fire & EMS
I
across entire department
Inventory
0 Stations / Buildings
$350
$0
Includes:
Controlled Substance
0 Managed Containers
$200
$0
Includes:
First Arriving Integration
0 Stations
$50
$0
Vehicle - Heavy 0 Heavy Vehicles $200 $0
Vehicle - Support 0 Support Vehicles $75 $0
Station 0 Stations / Buildings $200 $0
SCBA 45 Stations / Buildings $250 $11,250
PPE 0 Stations / Buildings $250 $0
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Critical Asset 45 Stations / Buildings $250 $11,250
Inventory 0 Stations/Buildings $350 $0
Controlled Substance 0 Managed Containers $200 $0
$22,500
Year 1 Total (Il $45,000
Years 2+ Estimated Annual License Fee (Each Year) $22,500
*Estimate is NOT inclusive of any amortized one-time implementation fees or pricing
adjustments resulting from the agreement terms.
** Estimated Annual License Fee for managing all SCBA & Assets = $500 / Stn per Year
Other Special Instructions: None
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EXHIBIT B: FINANCING TERMS
Initial Term
The Initial Term "locks in" the general pricing in Exhibit A: Modules & Pricing. During the time
period selected, pricing adjustments will only occur because of Section 9 - Scope of Work
Increases & Annual Audit and Section 10 - Annual Inflation Adjustments in the terms below.
Select the Initial Term of the Agreement:
Choose 1 to 5 years:
Annual Software License Fees
Check a payment preference for the Annual Software License Fees:
Pay the entire Annual Software License Fees now.
Q Prorate the Annual Software License Fees to sync up with this date:
Other instructions (optional):
One -Time Implementation Fees
Check a payment preference for the One -Time Implementation Fees:
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Pay the entire one-time implementation fees now.
Q Amortize/spread the implementation fees into equal annual parts over the Initial Term
selected above (if multi -year Initial Term is selected).
Other instructions (optional):
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MASTER AGREEMENT
This Master Agreement (this "Agreement") is entered into by and between Station Automation,
Inc. dba PSTrax, a Colorado corporation ("PSTrax") with a place of business at 5837 S. Gallup St.,
Suite 140, Littleton, CO 80120, and Fort Worth Fire Department ("CLIENT"). PSTrax and CLIENT
are sometimes referred to jointly as the "Parties" or singularly as a "Party."
WHEREAS, CLIENT desires to obtain access to the hosted "software as a service" modules with
respect to automate its operations; and PSTrax wishes to provide the hosted "software as a
service" modules to CLIENT, each on the terms and conditions set forth in this Agreement. Any
changes to this Agreement shall be mutually agreed upon by the Parties.
NOW, THEREFORE, in consideration of the mutual terms and promises set forth herein, the
Parties agree as follows:
1. INITIAL TERM. The Initial Term of this Agreement shall be the number of years selected
by CLIENT in Exhibit B: Financing Terms. The start date of the Initial Term shall be the date this
Agreement is mutually executed by the Parties.
2. 365 DAY MONEY BACK GUARANTEE. PSTrax shall provide CLIENT a 365 Day Money
Back Guarantee to ensure its satisfaction with the system. At the purchase date of each module,
CLIENT shall have 365 days to "trial" the module. If CLIENT is unsatisfied with the performance
of the module, within the 30 days immediately following the 365 day period CLIENT may notify
PSTrax to cancel the module. PSTrax shall provide a full refund of the module's first year annual
software license fees and any one-time implementation fees paid to date. Any refunded monies
shall be paid by PSTrax within 90 days. In order for CLIENT to be eligible for the 365 Day Money
Back Guarantee it agrees to:
• Use commercially reasonable efforts to build, implement and "go -live" with the module.
• Have its crews use the module as part of their regular operations to consistently log and
complete tasks for at least six (6) months of the 365 day period.
• Attempt to contact and work with PSTrax to resolve issues prior to notifying PSTrax to
cancel the module(s).
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3. TERMINATION NOTICE. With the exception of Section 2 - 365 Day Money Back
Guarantee, CLIENT shall be committed to the entirety of the Initial Term. At the end of the Initial
Term (or any subsequent Renewal Term), either Party may give the other Party, written notice of
its intent to terminate this Agreement by_providing at least 30 days notice.
4. AUTO RENEWAL. Upon the expiration of the Initial Term (or any subsequent Renewal
Term), and provided neither Party has given Termination Notice, this Agreement shall be
automatically renewed for a one (1) year Renewal Term. This will allow CLIENT to continue using
its license(s) without any service interruption. During any Renewal Term, the terms, conditions
and provisions set forth in this Agreement shall remain in effect.
S. LICENSED MODULES. PSTrax is a hosted "software as a service'' that consists of several
modules. This Agreement grants CLIENT a license to use one or more of the modules. CLIENT
has selected the modules it wants to license in Exhibit A: Modules & Pricing. CLIENT has the
right to use the modules for the duration this Agreement remains in effect.
6. ADDITIONAL MODULES. CLIENT may license additional modules at any time by executing
an amendment to this Agreement. If additional modules are licensed in the first year of this
Agreement, PSTrax will honor any previous pricing that was provided.
7. USER LICENSES. PSTrax does not limit the numbers of users in the system. CLIENT may
add as many users as needed. Each user in the PSTrax system will have a unique login and
password and role -based security access for each module.
8. SCOPE OF WORK. Pricing for each module is determined by the scope of work. The scope
of work is based on either the ''number of active" stations, vehicles or managed locations. Active
means items being actively managed in the system. Active does not include retired items.
CLIENT'S initial scope of work is detailed in Exhibit A: Modules & Pricing.
9. SCOPE OF WORK INCREASES & ANNUAL AUDIT. CLIENT is able to add stations, vehicles
or managed locations into the system at any time throughout the year. Before each anniversary
date, PSTrax will perform an audit of CLIENT'S system to compare the "number of active"
stations, vehicles or managed locations to the initial scope of work detailed in Exhibit A:
Modules & Pricing. Additional charges may apply if the "number of active'' stations, vehicles or
managed locations exceeds the initial scope of work. PSTrax shall notify CLIENT about any
additional charges due to scope of work increases.
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10. ANNUAL INFLATION INCREASE. Annual software license fees may be subject to annual
increases to account for inflation. Compared to the previous year's rate, annual increases shall
not be more than five (5) percent or the Consumer Price Index (CPI) percentage published by
the Bureau of Labor Statistics, whichever is lower.
11. CHANGES TO PRICING TERMS. Occasionally PSTrax makes changes to its pricing terms.
With the exception of Section 9 - Scope of Work Increases & Annual Audit and Section 10 -
Annual Inflation Adjustments, the general pricing terms in Exhibit A: Modules & Pricing shall be
"locked in" for the duration of the Initial Term. After the Initial Term, should a change to the
pricing terms be necessary, PSTrax shall notify CLIENT at least 60 days prior to any changes
occurring.
12. PAYMENT. PSTrax shall send invoices to the contact provided by CLIENT in the Invoicing
section below. Payment terms for all invoices shall be Net-45 days. Annual software license fees
and one-time implementation fees shall be invoiced at the time this Agreement is mutually
executed by the Parties and according to the preferences selected by CLIENT in Exhibit B:
Financing Terms. Each year thereafter, the annual software license fees, and any
amortized/spread one-time implementation fees, shall be invoiced at least 30 days prior to the
anniversary date. PSTrax may suspend CLIENT'S license(s) in the event of payment delinquency.
In the event this Agreement is terminated, any outstanding unpaid fees shall be due including
any amortized/spread one-time implementation fees.
13. IMPLEMENTATION. PSTrax shall be responsible for managing the implementation of the
modules licensed by CLIENT. This includes set up of the modules, organizing documents
provided by CLIENT, configuring modules to CLIENT'S requirements, importing CLIENT'S data,
admin training, and assisting with go -live. PSTrax will assign a Project Manager from its team to
manage the implementation process and to ensure the project is completed in the agreed upon
time period. CLIENT shall provide its existing documentation to PSTrax in a timely manner.
CLIENT shall have the opportunity to review and approve the modules prior to go -live.
14. ONGOING CHANGES & SUPPORT. As part of CLIENT'S annual software license fees,
PSTrax shall provide unlimited ongoing changes and support to CLIENT including configuration,
training, technical support and adjustments for the licensed modules.
15. TRAVEL. PSTrax shall conduct all implementation, training and support meetings with
CLIENT virtually using a video conferencing service. Travel is not anticipated and is not included
in the pricing provided. Any travel requested by CLIENT shall be invoiced separately. PSTrax
shall have CLIENT approve all travel requests in writing prior to purchasing.
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16. CHANGES TO PLATFORM. PSTrax is a multi -tenant platform. PSTrax may, in its sole
discretion, make any changes to the modules that it deems necessary or useful to maintain or
enhance the quality or delivery of PSTrax's products or services to its customers, the
competitive strength of, or market for, PSTrax's products or services, the modules' cost
efficiency or performance, or to comply with applicable law.
17. DATA OWNERSHIP & RETENTION. CLIENT owns its data stored in PSTrax under all
circumstances. CLIENT may export its data at any time using the front-end user interface. Upon
request, PSTrax will provide CLIENT a copy of its data in digital format. CLIENT may request a
copy of its data while this Agreement remains in effect, and up to 36 months after the
termination of this Agreement. PSTrax shall retain CLIENT'S data for at least 36 months after the
termination of this Agreement, unless CLIENT requests otherwise.
18. HOSTING SERVICES. The PSTrax system is hosted by Rackspace Inc. - or a comparable
top -tier hosting services provider - and uses commercially reasonable measures to maintain the
security, stability and availability of the service. PSTrax and its hosting services provider shall not
be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, failure, outages, delay or interruption of service
resulting from the hosting services. PSTrax shall use commercially reasonable efforts to resume
performance as soon as practicable under the circumstances.
19. FORCE MAJEURE. PSTrax shall not be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, pandemics, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services. PSTrax shall use commercially reasonable efforts to resume
performance as soon as practicable under the circumstances.
20. COMPLIANCE. CLIENT is responsible for ensuring that its checks and inspections being
documented in PSTrax comply with local, state and federal regulations, including, without
limitation, NFPA guidelines, Department of Transportation (DOT) guidelines, OSHA guidelines,
DEA requirements, manufacturer recommendations, and the standard operating procedures
(SOP) of the authority having jurisdiction (AHJ).
21. INTELLECTUAL PROPERTY. Except for rights expressly granted under this Agreement,
nothing in this Agreement shall function to transfer any of either Party's intellectual property
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rights to the other Party, and Parties shall retain exclusive interest in and ownership of its
intellectual property developed before this Agreement or developed outside the scope of this
Agreement.
22. CONFIDENTIAL INFORMATION. The terms, provisions, and conditions of this Agreement
and any software, materials, information, files, and documentation provided by one Party to the
other Party in connection herewith shall be regarded as confidential and proprietary, and shall
be treated and maintained as such. Parties shall not disclose any confidential or proprietary
information received from the other Party in connection herewith without the prior written
consent of the other Party, except as may be required by law and public records requirements.
23. USE OF NAME. CLIENT agrees that PSTrax may identify it as a customer and use CLIENT'S
logo in its promotional materials for the purpose of identifying a business relationship only.
CLIENT may request that PSTrax stop doing so by submitting an email to marketing@pstrax.com
at any time. Customer acknowledges that it may take PSTrax up to 30 days to process such
request.
24. DISPUTE RESOLUTION. The Parties agree to attempt to resolve any disputes amicably by
mutual discussion. If the dispute cannot be resolved by mutual discussion, the Parties shall
participate in mediation to attempt to resolve the dispute before conducting litigation.
25. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.
26. LIMITATION OF LIABILITY. In no event shall PSTrax's liability arising out of or related to
this Agreement, whether in contract, tort or under any other theory of liability exceed in the
aggregate the total annual software license fees paid by CLIENT during the three (3) months
immediately preceding the date of the event giving rise to the claim.
27. SEVERABILITY. If any provision of this Agreement is held in whole or in part to be
unenforceable for any reason, the remainder of that provision and of the entire Agreement
shall be severable and remain in effect.
28. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire Agreement and
understanding of the Parties relating to the subject matter contained herein. Neither party shall
be bound by any representation other than as expressly stated in this Agreement, or by a
written amendment to this Agreement signed by authorized representatives of the Parties.
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29. ELECTRONIC SIGNATURES. The City and Consultant may conduct this transaction,
including any Contract amendments, by electronic means, including the use of electronic
signatures.
INVOICING
Please provide the best billing contact information for your agency. This should be the
person/department that is responsible for receiving and processing invoices.
Name:
Title:
Email:
Phone:
Address:
ACCEPTANCE
By signing below, CLIENT and PSTrax agree to the pricing, terms and conditions of this
Agreement. CLIENT certifies that the signer is an authorized purchaser.
Fort Worth Fire Department Station Automation, Inc. (dba PSTrax)
Signature: Signature:
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Name:
Name:
Scott Bergeron
Title:
Title:
President
Email:
Email:
scott@pstrax.com
Phone:
Phone:
303-918-3169
Date.,
Date:
Oct 18, 2022
If signed electronically, a copy of the executed Agreement will be automatically emailed to the
Parties. If printed and signed with pen, please email ALL PAGES of this Agreement to
sales@pstrax.com.
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Vendor Services Agreement — Exhibit C Page 13 of 14
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Station Automation, Inc. dba PSTrax
5837 S. Gallup St., Suite 140
Littleton, CO 80120
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: Ryan Larson
Position: Chief Operating Officer
Signature
2. Name:
Position:
Signature
Name:
Position:
Signature
Name: Scott Bergeron
Signature vfF tefident / CEO
Other Title: President
Date: 1 /19/23
Vendor Services Agreement — Exhibit C Page 14 of 14